SEC Form 4 · accession 0001082906-16-000052

ZILLOW GROUP, INC. · Z AND ZG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Feb 22, 2016

Accepted (ET)

Feb 24, 2016 · 6:43 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001617640

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class C Capital Stock^F1,F2	Feb 22, 2016	P	935,000	$20.0259	A	1,635,000	I	Mariner Investor II, L.P.
Class A Common Stock^F2	holding	—	—		—	375,000	I	Mariner Investor II, L.P.
Class A Common Stock^F3	holding	—	—		—	29,049	I	Hoag Family Trust U/A Dtd 8/2/94
Class C Capital Stock^F3	holding	—	—		—	58,098	I	Hoag Family Trust U/A Dtd 8/2/94

No Table II lines on this filing.

F1This number represents a weighted average sale price per share. The shares were sold at prices ranging from $19.53 to $20.37 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
F2These shares are directly held by Mariner Investor II, L.P. ("Mariner II"). Jay C. Hoag is a Class A Director of Technology Crossover Management VIII, Ltd. ("Management VIII"). Management VIII is the sole general partner of Technology Crossover Management VIII, L.P., which in turn is the sole general partner of TCV VIII, L.P., which in turn is the sole member of Mariner Investor GP II, LLC, which in turn is the sole general partner of Mariner II. Mr. Hoag may be deemed to beneficially own the shares held by Mariner II but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein
F3Mr. Hoag is a trustee of Hoag Family Trust U/A Dtd 8/2/94. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.